Common use of Material Adverse Effect Clause in Contracts

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean a ” means any material adverse effect on (i) the Nonmedical Assets and the Company's business, operationsproperties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or results prospects of operationsthe Company and its subsidiaries, taken as a whole, considering all relevant facts and circumstances(ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on mean, with respect to the Nonmedical Assets and consequences of any fact or circumstance (including the Company's businessoccurrence or non-occurrence of any event) to the Business, operationsthat such fact or circumstance has caused, condition (financial is causing or otherwise) will cause, directly, indirectly or results of operationsconsequentially, taken as a whole, considering all relevant singly or in the aggregate with other facts and circumstances, any material damages.

Material Adverse Effect. The For purposes of this Agreement, the term "Material Adverse Effect" shall mean an event, circumstance, loss, development or effect (individually or in the aggregate) when considered in light of the total operations of the Company, would prohibit the Company from engaging in any material aspect of its business or result in a material adverse effect on change in the Nonmedical Assets and the Company's business, operations, condition (financial properties, prospects or otherwise) assets of the Company, or results of operationsif measured monetarily, taken as a whole, considering all relevant facts and circumstanceswould exceed $100,000.

Material Adverse Effect. The term As used herein the term, "Material Adverse Effect" shall mean a means any material adverse effect on the Nonmedical Assets and the Company's business, properties, assets, operations, condition (financial or otherwise) or results of operationsoperations or financial condition of the Company, taken as a whole, considering all relevant facts and circumstancesor on the transactions contemplated hereby or in the other Transaction Documents, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean mean: with respect to the Person in question: (i) a material adverse effect (whether taken individually or in the aggregate with all other such effects) on the Nonmedical Assets and the Company's financial condition, business, operations, condition (financial or otherwise) or results of operationsoperations or properties of such Person; or (ii) an effect which would materially impair the Person’s ability to timely consummate the transactions contemplated under this Agreement; or (iii) any event, taken as circumstance or condition affecting a whole, considering all relevant facts and circumstancesPerson which would prevent or materially delay the consummation of the transactions contemplated under this Agreement.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a refer to any material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) ), prospects, business, properties, net worth, or results of operations, taken as operations of the Company on a whole, considering all relevant facts and circumstancesconsolidated basis.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Non-optometric Assets and the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean mean, with respect to any entity or group of entities, a material adverse effect (or any development which, insofar as reasonably can be foreseen, is reasonably likely to have a material adverse effect), on the Nonmedical Assets and the Company's business, operationsassets, condition (financial or otherwise) or other condition, results of operations, operations or prospects of such entity or group of entities taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean is defined as any change, effect or occurrence that has, or is reasonably likely to have, individually or in the aggregate, a material adverse effect impact on (i) the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or results prospects of operationsthe Company, taken as a wholeits business or the Assets, considering all relevant facts or (ii) the operation of the business before or after the Closing Date or the ownership or other use of the Assets by Buyer and circumstancesthe Company thereafter.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean any event, condition or occurrence reasonably expected to have a material adverse effect on (i) the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise), prospects, assets or properties of the Business, including the suspension of or material limitation on the operation thereof or (ii) this Agreement or results the ability of operations, taken as a whole, considering all relevant facts and circumstancesthe parties to consummate the transactions contemplated hereby.

Material Adverse Effect. The term words "Material Adverse Effect" shall mean means (a) a material adverse effect on change in the Nonmedical Assets and the Company's business, operations, results of operations, assets, liabilities or condition (financial or otherwise) or results of operationsBorrowers, taken as a whole, considering all relevant facts or (b) a material impairment of Borrowers' ability, taken as a whole, to perform their obligations hereunder and circumstancesunder the Note or Lender's ability to enforce the Indebtedness or realize upon the Collateral.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean ” means any event or condition that could cause or could have a material adverse effect on the Nonmedical Assets and assets, liabilities, revenues, profits, financial condition, business, properties or business prospects of the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material any ------------------------ change or effect that is or is reasonably likely to be materially adverse effect on to the Nonmedical Assets and the Companyrelevant Person's business, operations, properties (including intangible properties), condition (financial or otherwise), assets, liabilities (including contingent liabilities) or results of operations, taken as a whole, considering all relevant facts and circumstancesprospects.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean ” means a material adverse effect on upon the Nonmedical Assets and the Company's business, operationsfinancial condition, condition (financial or otherwise) or results of operationsoperation, properties or operations of the Company and its Subsidiaries taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's Acquired Companies' business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operationsfinancial condition , condition (financial or otherwise) or results of operations, assets or liabilities of the Company and its Subsidiaries or Parent and its Subsidiaries (including Acquisition), as applicable, each taken as a whole, considering all relevant facts excluding any changes and circumstanceseffects resulting from general changes in economic, market, regulatory or political conditions or changes in conditions generally applicable to the industries in which the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, are involved.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean ” means any event, circumstance, condition, change, occurrence or effect that individually or in the aggregate with all other events, circumstances, conditions, changes, occurrences and effects, has or could reasonably be expected to have a material adverse effect on upon the Nonmedical Assets and the Company's assets, liabilities, business, operations, financial condition (financial or otherwise) or operating results of operations, taken as a whole, considering all relevant facts and circumstancesthe Company or that could reasonably be expected to prevent or materially delay or impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Material Adverse Effect. The (a) When used in connection with the Company or any of its subsidiaries or Parent or any of its subsidiaries, as the case may be, the term "Material Adverse Effect" shall mean a material means any change, effect or circumstance that is or is reasonably likely to be materially adverse effect on to the Nonmedical Assets and the Company's business, operationsassets (including intangible assets), financial condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts of the Company and circumstancesits subsidiaries or Parent and its subsidiaries, as the case may be.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material any adverse effect on change in the Nonmedical Assets and the Company's business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or results of operationsFreedom, taken as a wholethe case may be, considering all relevant facts and circumstanceswhich is material to Raybor or to the Shareholders, as the case may be.

Material Adverse Effect. The For purposes of this Debenture the term "Material Adverse Effect" shall mean an event, circumstance, loss, development or effect (individually or in the aggregate) when considered in light of the total operations of the Company, which would prohibit the Company from engaging in any material aspect of its business or result in a material adverse effect on change in the Nonmedical Assets and the Company's business, operations, condition (financial properties, prospects or otherwise) assets of the Company, or results of operationsif measured monetarily, taken as a whole, considering all relevant facts and circumstanceswould exceed $150,000.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean ” means any change, effect, event, or circumstance that, individually or in the aggregate, would have a material materially adverse effect on the Nonmedical Assets and the Company's operations, assets, liabilities, business, operations, condition (financial or otherwise) or results of operationsoperations or financial condition of the Company and its Subsidiaries, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" when used with reference to a Person shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition properties (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances) or financial condition of the Person or Persons.

Material Adverse Effect. The term "Material Adverse Effect" when used with reference to a Person or Persons shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, operations or financial condition (financial of the Person or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstancesPersons.

Material Adverse Effect. The (a) When used in connection with the Company or Merger Sub, as the case may be, the term "Material Adverse Effect" shall mean a material means any change, effect or circumstance that is or is reasonably likely to be materially adverse effect on to the Nonmedical Assets and the Company's business, operationsassets (including intangible assets), condition (financial or otherwise) condition, prospects or results of operations, taken as a whole, considering all relevant facts and circumstancesof the Company or Parent, as the case may be.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operationsany event, condition (or change which materially and adversely affects or could reasonably be expected to materially and adversely affect the Business or the financial or otherwise) or results of operationsoperations of the Loan Recipient, taken as a whole, considering all relevant facts and circumstancesor its financial condition.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material any adverse effect on change in the Nonmedical Assets and the Company's business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or results of operationsICM, taken as a wholethe case may be, considering all relevant facts and circumstanceswhich is material to Raybor or to the Shareholders, as the case may be.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on upon (i) the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise), performance or properties of the Company or any of its Subsidiaries, (ii) the Company's ability to perform its obligations under any of the Related Agreements, or results (iii) the validity or enforceability of, or the Investor's rights and remedies under, this Purchase Agreement or any of operations, taken as a whole, considering all relevant facts and circumstancesthe other Related Agreements.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on upon the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a wholefinancial condition, considering all relevant facts and circumstancesassets or prospects of the Company.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or ), results of operations, assets or liabilities of the Company taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material any adverse effect on change in the Nonmedical Assets and the Company's business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or results of operationsB2B, taken as a wholethe case may be, considering all relevant facts and circumstanceswhich is material to Raybor or to the Shareholders, as the case may be.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material any change or effect that is materially adverse effect on to (i) the Nonmedical Assets and the Company's business, operations, properties, prospects, or financial condition (financial or otherwise) or results of operationsthe Company and the Subsidiaries, taken as a whole, considering all relevant facts excluding any changes or effects (y) caused by changes in general economic conditions or changes generally affecting the industry of the Company and circumstancesthe Subsidiaries or (z) specifically reserved for in the December Balance Sheet or (ii) the ability of any Person to perform his or its obligations under this Agreement.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Non-optical Assets and the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material any adverse effect on change in the Nonmedical Assets and the Company's business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Raybor or results of operationsACPA, taken as a wholethe case may be, considering all relevant facts and circumstanceswhich is material to Raybor or to the Shareholders, as the case may be.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean ” means any circumstance or event which, individually or in the aggregate with any other circumstances or event, has a material adverse effect on the Nonmedical Assets and the, business as it is currently conducted, assets, liabilities, financial condition or operations of the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The For purposes of this Debenture the term "Material Adverse Effect" shall mean an event, circumstance, loss, development or effect (individually or in the aggregate) when considered in light of the total operations of the Company, which would prohibit the Company from engaging in any material aspect of its business or result in a material adverse effect on change in the Nonmedical Assets and the Company's business, operations, condition (financial properties, prospects or otherwise) assets of the Company, or results of operationsif measured monetarily, taken as a whole, considering all relevant facts and circumstanceswould exceed $100,000.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material means, with ----------------------- ----------------------- respect to any person or entity, any event, fact, condition, occurrence or effect, which is materially adverse effect on to the Nonmedical Assets and the Company's business, properties, assets, financial condition, operations, condition (financial licenses or otherwise) other franchises or results of operationsoperations of such person or entity, taken considered as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on (a) the Nonmedical Assets and the Company's business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of any Borrower, (b) the Collateral, (c) any Borrower’s ability to perform its obligations under the Loan Documents, or results (d) the rights and remedies of operationsthe Lender hereunder, taken in each case as a whole, considering all relevant facts and circumstancesdetermined by the Lender in its discretion.

Material Adverse Effect. The As used in this Agreement, the term "“Material Adverse Effect" shall mean ” means (i) a material adverse effect on effect, individually or in the Nonmedical Assets and aggregate, upon the Company's assets, business, operationsfinancial condition, condition (financial or otherwise) results of operation, prospects, properties or results of operationsoperations of the Company, taken as (ii) an adverse affect on the legality, validity or enforceability of this Agreement or the transaction contemplated hereby or (iii) and adverse impairment of the Company’s ability to perform fully on a whole, considering all relevant facts and circumstancestimely basis its obligations under this Agreement.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a wholeoperations of any party, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a wholefinancial condition, considering all relevant facts and circumstancesprospects, assets, liabilities, cash flows or working capital of the Company.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a any material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (properties or financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstancescondition.

Material Adverse Effect. The term "Material Adverse Effectmaterial adverse effect" shall mean means a material adverse effect or effect which would reasonably be expected to have a material adverse effect on the Nonmedical Assets and condition of the Company's business, operations, condition (financial Business or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstancesthe Assets.

Material Adverse Effect. The term "As used herein, the terms “Material Adverse Effect" ” or “Material Adverse Change” shall mean a material adverse effect on the Nonmedical Assets and the Company's businessany development, operationsevent, condition (financial condition, obligation, liability or otherwisecircumstance or set of events, conditions, obligations, liabilities or circumstances or any change(s) or results of operations, taken as a whole, considering all relevant facts and circumstances.which:

Material Adverse Effect. The term "words “Material Adverse Effect" shall ” mean a material adverse effect on (a) the Nonmedical Assets and the Company's business, operationsassets, condition (operations or condition, financial or otherwise) or results , of operationsthe Borrower and the Guarantor, taken as a whole, considering all relevant facts (b) the ability of any Borrower or Guarantor to perform any of its obligations under the Financing Documents to which it is a party, (c) the Collateral, or the Lender’s Liens on the Collateral or the priority of such Liens, or (d) the rights and circumstancesremedies of the Lender thereunder.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean a ” means any material adverse effect on (i) the Nonmedical Assets and the Company's business, operationsproperties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or results prospects of operationsthe Company and its subsidiaries, taken as a whole, considering all relevant facts and circumstances.(ii) the transactions contemplated hereby or in any of the other Transaction Documents or

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or ), results of operations, assets, liabilities, prospects, liquidity or properties of StratusCore or the Purchaser as applicable, each taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a any set of circumstances or events which (a) has any material adverse effect on upon the Nonmedical Assets validity or enforceability of any Loan Document, (b) is material and adverse to the Company's financial condition, business, operationsassets or operations of Debtor, condition or (financial or otherwisec) or results materially impairs the ability of operations, taken as a whole, considering all relevant facts and circumstancesDebtor to perform the Obligations.

Material Adverse Effect. The term "Material Adverse Effect" shall mean means a material adverse effect on the Nonmedical Assets and the Company's business, operations, affairs, condition (financial or otherwise) ), properties, assets, or results liabilities of operationsthe Theatres, taken as a whole, considering all relevant facts and circumstancesindividually or in the aggregate.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or ), results of operations, assets, liabilities, prospects, liquidity or properties of Motorsport or the Purchaser as applicable, each taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or ), results of operations, assets, liabilities, prospects, liquidity or properties of A&R Music Live or Music1 as applicable, each taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material mean, with respect to any Person, any event, fact, condition, occurrence or effect, which is materially adverse effect on to the Nonmedical Assets and the Company's business, properties, assets, liabilities, capitalization, stockholders' equity, financial condition, operations, condition (financial or otherwise) Governmental Authorizations or results of operationsoperations of such Person, taken considered as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material any circumstance, change, event, transaction, loss, failure, effect or other occurrence that is, or is reasonably likely to be, materially adverse effect on to the Nonmedical Assets and the Company's businessbusiness (or Business), operations, properties (including intangible properties), condition (financial or otherwise) or ), assets, liabilities (Liabilities), results of operationsoperations or financial or business prospects of Compost and or its Subsidiaries, and/or of Miami and/or Bedminster, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or ), results of operations, taken as a wholeassets, considering all relevant facts and circumstancesliabilities, prospects, liquidity or properties of Motorsport, LLC.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a any set of circumstances or events which (i) has any material adverse effect on upon the Nonmedical Assets validity or enforceability of any Loan Document, (ii) is material and adverse to the Company's financial condition, business, operationsassets or operations of Debtor, condition or (financial or otherwiseiii) or results materially impairs the ability of operations, taken as a whole, considering all relevant facts and circumstancesDebtor to perform the Obligations.

Material Adverse Effect. The As used in this Agreement, the term "“Material Adverse Effect" shall mean ” means an event, change or circumstance which, individually or together with any other event, change or circumstance would be reasonably expected to have a material adverse effect on the Nonmedical Assets and the Company's businesscondition, operations, condition (financial or otherwise) , of the Purchased Assets, the business or prospects of, or the results of operationsoperations of, taken as a whole, considering all relevant facts and circumstancesthe Hospital.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's applicable party’s business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering in consideration of all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean a ” means any material adverse effect on (i) the Nonmedical Assets and the Company's business, operationsproperties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or results prospects of operationsthe Company and its subsidiaries, taken as a whole, considering all relevant facts and circumstances(ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse any change in or effect on the Nonmedical Assets and the Company's business, operations, assets or financial condition (financial or otherwise) or results of operations, taken any Company which is materially adverse to the Companies considered as a whole, considering all relevant facts and circumstancesone enterprise.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material Any effect (or effects taken together) that is materially adverse effect on to the Nonmedical Assets and the Company's present or future business, operations, assets, liabilities, properties, results in operations or condition (financial or otherwise) ), prospects, or results property of operationsa Party, taken as a wholeits business, considering all relevant facts and circumstancesor this PPA.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a any set of circumstances or events which (i) has any material adverse effect on upon the Nonmedical Assets validity or enforceability of any Loan Document, (ii) is material and adverse to the Company's financial condition, business, operationsassets or operations of Debtor, condition or (financial iii) materially impairs the ability of Debtor or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstancesBorrower to perform the Obligations.

Material Adverse Effect. The When used in connection with the Company, the term "Material Adverse Effect" shall mean a material means any change, effect or circumstance that, individually or when taken together with all other such changes, effects or circumstances that have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse effect on to the Nonmedical Assets and the Company's business, operations, assets (including intangible assets), condition (financial or otherwise) or results of operations), taken as a whole, considering all relevant facts and circumstances.liabilities,

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's assets, business, properties, operations, condition (financial or otherwise) or condition, results of operations, liabilities or prospects of the Business or the Company in any respect, either within the vital records division of the Company itself or the Company taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a A material adverse effect on the Nonmedical Assets and the Company's assets, business, operations, financial condition (financial or otherwise) or results of operationsoperations of the Facilities, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The As used in this ----------------------- Agreement, the term "Material Adverse Effect" shall mean with respect to an entity means any condition, event, change or occurrence that has or may reasonably be expected to have a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) ), properties, business or results of operations, of such entity and its Subsidiaries, taken as a whole, considering all relevant facts and circumstances.whole as reflected in the Seller Financial Statements (as defined in Section 2.05(b)) or the Unified Financial

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material any state of facts that would have an effect that is materially adverse effect on to the Nonmedical Assets and the Company's businessBusiness, operationsproperties, condition (financial or otherwise) or assets, liabilities, results of operations, or financial condition of MMG and the Subsidiary, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operationsfinancial condition, condition (financial operation, performance or otherwise) or results prospects of operations, taken as a whole, considering all relevant facts and circumstancesthe Target.

Material Adverse Effect. The term "Material Adverse Effect" shall mean with respect to a specific entity, means a material adverse effect on the Nonmedical Assets and the Company's financial condition, business, operationsnet worth, condition (financial or otherwise) assets, employees, obligations, liabilities or results of operationsoperations of such entity and its subsidiaries, taken as a whole; except for effects caused by (1) effects or conditions generally affecting the vitamin and dietary supplement industry; (2) changes in general business and economic conditions; and (3) changes in laws, considering all relevant facts and circumstancesregulations or GAAP which effect such entities generally.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, assets, properties or financial condition (financial or otherwise) or results of operationsthe Company and its Subsidiaries, when taken as a consolidated whole, considering all relevant facts other than with respect to any adverse effects which, directly or indirectly, relate to or result from (a) public or industry knowledge regarding the transactions contemplated by this Agreement or (b) past, existing or prospective economic, regulatory or other conditions generally affecting the industries and circumstancesmarkets in which the Company and the Subsidiaries compete.

Material Adverse Effect. The term words "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's business, assets, operations, condition (financial or otherwise) or results of operations, operations of the Borrowers taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean ” means any circumstance or event which, individually or in the aggregate with any other circumstances or event, has a material adverse effect on the Nonmedical Assets and properties or operations of the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean a ” means any material adverse effect on (i) the Nonmedical Assets and the Company's business, operationsproperties, assets, liabilities, operations (including results thereof), ​ ​ ​ condition (financial or otherwise) or results prospects of operationsthe Company and its subsidiaries, taken as a whole, considering all relevant facts and circumstances(ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Assets and the Company's business, assets, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances, of the subject company (which, in the case of the Company, shall include EyeCare One) and its subsidiaries.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operationsfinancial condition, condition (financial or otherwise) or results of operations, operations or prospects of the Entities taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean means ----------------------- a material adverse effect on (a) the Nonmedical Assets and the Company's business, operations, financial condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts operations of Borrower or (b) the ability of Borrower duly and circumstancespunctually to pay its material Debts or (c) the ability of Borrower duly and punctually to perform its obligations hereunder or under any of the other Loan Documents.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean ” means any fact, event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the Nonmedical Assets and the Company's business, operations, results of operation or condition (financial or otherwise) or results prospects of operations, taken as a whole, considering all relevant facts the Issuers and circumstances.their consolidated

Material Adverse Effect. The term "“Material Adverse Effect" shall mean ” means changes, developments or occurrences which, individually or in the aggregate, have materially adversely affected or could reasonably be expected to have a material adverse effect on the Nonmedical Assets and the Company's business, operationsprospects, condition position (financial or otherwise) or results of operationsoperations of the entity concerned, taken as a whole, considering all relevant facts and circumstanceswhole with such entity’s consolidated subsidiaries.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean mean, with respect to any entity or group of entities, a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (assets, liabilities, financial or otherwise) condition, or results of operations, operations of such entity or group of entities taken as a whole, considering or on the ability of such entity or group of entities to perform in all relevant facts and circumstancesmaterial respects its or their obligations hereunder, or which would prevent or materially delay the consummation of the transactions contemplated herein.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean any event, circumstance, or change (other than resulting from general economic conditions or the financial or securities markets generally) that had or can reasonably be expected to have a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (prospects, Properties, financial condition, or otherwise) or results working capital of operations, taken as a whole, considering all relevant facts and circumstancesthe Company.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse change in, or the occurrence of any event which would be likely to have a material adverse effect on on, the Nonmedical Assets and the Company's business, financial condition, operations, condition (financial or otherwise) assets, prospects or results of operations, operations of the Company and its Subsidiaries taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse ----------------------- Effect" shall mean an effect (or circumstance involving a material adverse effect prospective effect) on the Nonmedical Assets and or on the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstancesXxxxxxxx Business which is materially adverse.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material adverse effect on the Nonmedical Non-optical Assets and the CompanyPartnership's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on (i) the Nonmedical Assets and Business or the Company's businessAssets, operationsliabilities, operation, property, condition (financial or otherwise) or results prospects of operations, taken as a whole, considering all relevant facts and circumstancesthe Business or (ii) the validity or enforceability of (A) this Agreement or (B) the rights or remedies of the Purchaser hereunder.

Material Adverse Effect. The term "Material Adverse Effect" shall mean mean, with respect to any entity or group of entities, a material adverse effect (or any development which, insofar as reasonably can be foreseen, is reasonably likely to have a material adverse effect in the future), on the Nonmedical Assets and the Company's business, operationsassets, condition (financial or otherwise) or other condition, results of operations, operations or prospects of such entity or group of entities taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean “MaterialAdverseEffect” means a material adverse effect on the Nonmedical Assets and the Company's business, operations, financial condition (financial or otherwise) or results of operationsoperations of the Company, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "Material Adverse Effect" shall mean any event, condition or occurrence reasonably expected to have a material adverse effect on (i) the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise), prospects, assets or properties of the Business, including the suspension of or material limitation on the operation thereof or (ii) this Agreement or results the ability of operations, taken as a whole, considering all relevant facts and circumstancesthe parties to consummate the transactions contemplated hereby.

Material Adverse Effect. The term "Material Adverse Effect" with ----------------------- respect to any Person shall mean a any material adverse event, change or effect on the Nonmedical Assets and the Company's business, operationsassets, condition (financial or otherwise) or liabilities, results of operations, operations or financial condition of such Person and its Subsidiaries taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" shall mean ” means an effect, which results in a material adverse effect on the Nonmedical Assets and the Company's business, results of operations, assets or condition (financial or otherwise) or results of operationsthe Company Group, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” shall mean a material adverse effect on the Nonmedical Assets business, financial condition, Properties and assets, liabilities, of the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "“Material Adverse Effect" ” as used in this Agreement shall mean a material adverse effect on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwiseother) or results of operationsthe Borrower and its subsidiaries, taken as a whole, considering all relevant facts business, properties or results of operations of Borrower and circumstancesits subsidiaries, taken as a whole.

Material Adverse Effect. The term "Material Adverse Effect" shall mean mean, with respect to an entity, a business, or assets, any condition, event, change or occurrence that has or may reasonably be expected to have, a material adverse effect on the Nonmedical Assets and the Company's assets, business, prospects, operations, condition (financial or otherwise) or results of operations, taken as a wholeor financial condition of such business, considering all relevant facts and circumstancesentity or assets.

Material Adverse Effect. The term "Material Adverse Effect" shall mean a material with respect to any Person, any effect that is materially adverse effect on to the Nonmedical Assets and the Company's business, operationsassets, liabilities, results of operations or condition (financial or otherwise) or results of operationssuch Person and all Persons included with such Person, including all subsidiaries, and where used with reference to the Company, shall mean Poly-Flex US and Poly-Flex UK taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The As used in this Section 4, the term "“Material Adverse Effect" shall mean ” means a material adverse effect on upon the Nonmedical Assets and the Company's business, operationsfinancial condition, condition (financial or otherwise) or results of operationsoperation, properties, liabilities or operations of the Company and its Subsidiaries taken as a whole, considering all relevant facts and circumstances.

Material Adverse Effect. The term "A Material Adverse Effect" shall mean adverse Effect is a material adverse effect impact on the Nonmedical Assets and the Company's business, operations, condition (financial or otherwise) or results of operations, taken as a wholeliquidity, considering all relevant facts and circumstancesor future business prospects of the Borrower.

Material Adverse Effect. The term As used herein, the phrase "Material Adverse Effectmaterial ----------------------- adverse effect" shall mean means a material adverse effect on (i) the Nonmedical Assets and the Company's businessfinancial condition, operations, condition (financial or otherwise) business or results of operations, operations of the Companies on a consolidated basis or on HDA and its subsidiaries taken as a whole, considering all relevant facts and circumstances.as applicable, or (ii) the ability of the Selling Parties or HDA, as applicable, to consummate the transactions contemplated by this Agreement. (Signature Page Follows)

Material Adverse Effect. The term "Material Adverse Effect" shall mean means a material adverse effect on the Nonmedical Assets and the Company's business, operationsassets, condition (financial or otherwise) or results result of operations, taken as a whole, considering all relevant facts and circumstancesoperations of the Business.

Material Adverse Effect. The term As used herein the term, "Material Adverse Effect" shall mean a means any material adverse effect on the Nonmedical Assets and the Company's business, properties, assets, operations, condition (financial or otherwise) or results of operationsoperations or financial condition of the Company and its Subsidiaries, taken as a whole, considering all relevant facts and circumstancesor on the transactions contemplated hereby or in the other Transaction Documents, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

Material Adverse Effect. The term "Material Adverse Effect" shall mean changes, developments or occurrences which, individually or in the aggregate, have materially adversely affected or would have a material adverse effect on the Nonmedical Assets and the Company's business, operationsprospects, condition (financial or otherwise) position or results of operationsoperations of the entity concerned, taken as a whole, considering all relevant facts and circumstanceswhole with such entity's consolidated subsidiaries.

Material Adverse Effect. The term "words “Material Adverse Effect" shall ” mean a material adverse effect on (i) the Nonmedical Assets and the Company's business, operations, business operations or condition (financial or otherwise) or results of operations, Borrower and its Subsidiaries taken as a whole, considering all relevant facts and circumstanceswhole or (ii) the ability of Borrower to repay the Indebtedness or otherwise perform its obligations under this Agreement or any of the Related Documents.